What are the terms of the Share for Debt transaction announced by Class 1 Nickel (NICLF)?

Class 1 Nickel will issue 16,666,666 Shares at a deemed C$0.12 per share to satisfy C$2,000,000 of debt. According to the company, Mr. David Fitch will acquire all shares issuable under this transaction as an insider.

How will the private placement and Share for Debt affect NICLF shareholders?

Shareholders face dilution from the issuance of new shares and warrants tied to the private placement and debt settlement. According to the company, all securities will be subject to a four-month-and-one-day hold period after closing.

Does the Share for Debt transaction involve related-party rules for Class 1 Nickel (NICLF)?

Yes. The transaction is a related-party transaction because an insider receives the shares. According to the company, it relies on MI 61-101 exemptions because values did not exceed 25% of market capitalization.

Class 1 Nickel and Technologies Ltd. Announces Private Placement and Share for Debt Offering

Q: What is Class 1 Nickel (NICLF) proposing in the May 8, 2026 private placement?

The company intends to issue up to 2,419,354 Units at C$0.124 each to raise up to C$300,000. According to the company, each Unit includes one share and one-half warrant exercisable at C$0.25 for three years.

Rhea-AI Impact

(Moderate)

Rhea-AI Sentiment

(Neutral)

Rhea-AI Summary

Class 1 Nickel and Technologies Ltd (OTCQB:NICLF, CSE:NICO) proposes a non-brokered private placement of up to 2,419,354 Units at C$0.124 each to raise up to C$300,000, and a Share for Debt issuance of 16,666,666 Shares at a deemed C$0.12/share to settle C$2,000,000 of debt.

Insiders may participate in the Private Placement; Mr. David Fitch will receive all Shares under the Share for Debt Transaction. Transactions are subject to statutory hold periods and CSE approval. The company intends to use proceeds for general corporate purposes.

AI-generated analysis. Not financial advice.

Positive

Private Placement to raise up to C$300,000
Share for Debt settles C$2,000,000 of indebtedness
16,666,666 Shares issued to resolve creditor claims

Negative

Significant shareholder dilution from issuance of 19,085,020 total new securities (approximate)
Insider (David Fitch) acquires all Share for Debt issuance, a related-party transfer
Both transactions require CSE approval and are subject to hold periods

05/08/2026 - 09:55 AM

TORONTO, ON / ACCESS Newswire / May 8, 2026 / Class 1 Nickel and Technologies Ltd. (CSE:NICO)(OTCQB:NICLF) ("Class 1 Nickel" or the "Company") is pleased to announce that it proposes to complete a non-brokered private placement (the "Private Placement") pursuant to which it will issue up to 2,419,354 units of the Company (the "Units") at a price of Cdn$0.124 per Unit to raise aggregate gross proceeds of up to Cdn$300,000. Each Unit will consist of one common share of the Company (a "Share") and one-half of one common share purchase warrant, with each whole such common share purchase warrant entitling the holder thereof to acquire one additional Share at an exercise price of $0.25 for a period of three years from the date of issuance thereof. Insiders may participate in the Private Placement in amounts yet to be determined. The Company intends to use the proceeds of the Private Placement for general corporate purposes.

In addition, the Company is also pleased to announce that it has entered into agreements with creditors of the Company to issue an aggregate of 16,666,666 Shares at a deemed price of Cdn$0.12 per Share in satisfaction of outstanding indebtedness owing in the aggregate amount of Cdn$2,000,000 (the "Share for Debt Transaction"). Mr. David Fitch will acquire, directly or indirectly, all of the Shares issuable pursuant to the Share for Debt Transaction.

As Mr. Fitch is an insider of the Company, the Share for Debt Transaction is a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61- 101"). The Company is relying upon the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(b) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Share for Debt Transaction as the Company is listed on the Canadian Securities Exchange and neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the Share for Debt Transaction, insofar as it involves the related parties, exceeded 25% of the Company's market capitalization (as determined under MI 61-101).

All of the securities issued pursuant to the Private Placement and the Share for Debt Transaction will be subject to a statutory hold period expiring four months and one day following the date of closing. Both the Private Placement and Share for Debt Transaction remain subject to the approval of the Canadian Securities Exchange.

About Class 1 Nickel

Class 1 Nickel and Technologies Limited (CSE: NICO/OTCQB: NICLF) is a Mineral Resources Company primarily focused on the exploration and development of its 100% owned komatiite-hosted nickel sulphide projects: the Alexo-Dundonald Project near Timmins, Ontario (4 nickel sulphide deposits) and the Somanike Project, near Val-d'Or, Quebec (includes the historical Marbridge Ni-Cu Mine). Both projects comprise extensive property packages covering past-producing nickel mines, offering excellent exploration upside and near-term production opportunities.

For more information, please contact:

David Fitch, President
T: +61 400.631.608
E: dfitch@class1nickel.com

For additional information please visit our website at www.class1nickel.com and our Twitter feed: @Class1Nickel.

Neither the Canadian Securities Exchange nor its regulation services provider has reviewed or accepted responsibility for the adequacy or accuracy of this press release.

Forward Looking Statements - Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, including risks relating to the prospective nature of the Company's property interests and the size and anticipated completion of each of the Private Placement and Share for Debt Transaction. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Class 1 Nickel, including with respect to the receipt of all permits and licenses, environmental matters, results of exploration activities, increased costs, receipt of regulatory approvals, completion of the Private Placement and/or Share for Debt Transaction as presently proposed or at all, and availability of capital. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

SOURCE: Class 1 Nickel and Technologies Limited

View the original press release on ACCESS Newswire

FAQ

What is Class 1 Nickel (NICLF) proposing in the May 8, 2026 private placement?

The company intends to issue up to 2,419,354 Units at C$0.124 each to raise up to C$300,000. According to the company, each Unit includes one share and one-half warrant exercisable at C$0.25 for three years.

When will the new Units and Shares issued by NICLF be tradable?

Securities issued under both transactions will be subject to a statutory hold period expiring four months and one day after closing. According to the company, trades cannot occur until that hold period lapses and CSE approval is obtained.

What approvals are required for Class 1 Nickel's (NICLF) transactions to close?

Both the Private Placement and Share for Debt Transaction require approval from the Canadian Securities Exchange. According to the company, closing is conditional on obtaining that exchange approval and completing customary closing steps.